Privacy Policy and Terms

1. Definitions

• 1.1 “Mezzanine”, “we”, “us” or “our” means Mezzanine Media Australia Pty Ltd (ABN 64 131 190 871).
• 1.2 “You” or “Client” means the person or organisation purchasing from us, including any participant you register.
• 1.3 “Services” means consulting, strategy, brand, design, facilitation, web development, print management, assessments and related work we provide, together with seminars, courses, events, workshops, programs and digital products.
• 1.4 “Deliverables” means the outputs we provide as part of the Services.
• 1.5 “Engagement” means a specific piece of professional services work, whether set out in a proposal, a statement of work, or agreed in writing between us.
• 1.6 “Proposal” means any proposal, scope, quote, estimate or statement of work we issue to you.

2. How these Terms apply

• 2.1 These Terms apply to everything you buy from us.
• 2.2 Part A (clauses 3 to 5) applies to courses, workshops, events and digital products. Part B (clauses 6 to 13) applies to professional services engagements. Part C (clauses 14 to 22) applies to both.
• 2.3 If you have a signed Proposal, statement of work or master services agreement with us, that document prevails to the extent of any inconsistency with these Terms. These Terms cover anything that document doesn’t.
• 2.4 We may update these Terms from time to time. The version in effect when an Engagement begins continues to apply to that Engagement. Updated Terms apply only to Engagements starting after we publish them. Each version is dated and kept available on our website.

Part A Courses, workshops, events and digital products

3. Price and contract

• 3.1 Prices published on our website for courses, workshops, events and digital products are in Australian dollars and include GST.
• 3.2 We take care with descriptions and prices but don’t warrant that everything is complete or free of error. If we find an error, we’ll tell you, and you may cancel and receive a refund.
• 3.3 By submitting an order you confirm you can enter a binding contract, you’re authorised to pay by the method you’ve chosen, the information you’ve given us is correct, and you aren’t buying for resale.
• 3.4 A contract forms when we accept your order by issuing a receipt or written confirmation.

4. Payment

• 4.1 Payment is due at the time of booking unless we agree otherwise in writing.
• 4.2 We accept PayPal, Stripe and other methods we notify. If payment fails, we may suspend or cancel your place.

5. Cancellations, refunds and rescheduling

• 5.1 If you cancel more than seven days before a course, workshop or event, you may request a refund less a 15% administration fee, or nominate a replacement participant.
• 5.2 If you cancel seven days or less before, you may nominate a replacement participant. A refund isn’t available.
• 5.3 Recordings and digital products aren’t refundable once delivered, except where the law requires it.
• 5.4 If we reschedule, you may transfer to the new date or take a full refund.
• 5.5 We may change or cancel a program if registrations are insufficient. If we do, you may transfer or take a full refund.
• 5.6 If something you’ve bought is faulty or incorrect, contact hello@mezzanine.co within seven days of receipt. Nothing in this clause limits your rights under the Australian Consumer Law.

Part B Professional services

6. How an Engagement starts

• 6.1 An Engagement begins on the earliest of:
  • you signing or accepting a Proposal;
  • you instructing us in writing to proceed, including by email;
  • you paying a deposit or an invoice we’ve issued for the work; or
  • you accepting Deliverables we’ve produced at your request.
• 6.2 Where work starts without a signed Proposal, these Terms apply to it, along with whatever scope and fees we’ve agreed in writing.
• 6.3 Where you’ve completed an account application with us, the information in it and these Terms both apply.

7. Scope, estimates and variations

• 7.1 We’ll perform the Services described in the Proposal or otherwise agreed in writing with reasonable care and skill.
• 7.2 A fixed fee applies only where a Proposal says so. Any other figure we give you, including a range, a budget or a figure discussed by email, is an estimate based on scope as we understood it at the time, not a cap.
• 7.3 Where work is proceeding on an estimate, we’ll tell you before the fees exceed the estimate by more than 10%, and we’ll agree the way forward with you before continuing.
• 7.4 Work outside the agreed scope is a variation. We’ll confirm the additional fee in writing before starting it. Variations are charged at the rates in the Proposal or, if none are stated, at our standard rates current at the time.
• 7.5 Quotes are valid for 30 days from issue.

8. Fees, GST and payment

• 8.1 Fees for professional services are quoted in Australian dollars and exclude GST. GST is added where it applies.
• 8.2 Where a Proposal doesn’t set out a payment schedule, our default is 50% on acceptance and the balance on completion.
• 8.3 Invoices are payable within 14 days of the invoice date unless the Proposal says otherwise.
• 8.4 Where fees are spread across a schedule of instalments, that schedule is set for your cash flow and does not represent the proportion of work completed at any point. Work on an Engagement is often weighted toward the early stages. Clause 13 sets out what happens if the Engagement ends before completion.
• 8.5 If you dispute an invoice, tell us in writing within seven days of receiving it, with your reasons. You remain liable to pay any part of the invoice that isn’t in dispute by the due date.
• 8.6 Expenses and third-party costs incurred for your Engagement, including stock imagery, fonts, licences, plugins, hosting, printing, freight, travel and accommodation, are charged in addition to our fees, unless the Proposal says they’re included. Where we commit to a third-party cost on your instruction and it can’t be cancelled, it remains payable.

9. Overdue accounts

• 9.1 Time for payment is an essential term of these Terms.
• 9.2 Interest. Overdue amounts accrue interest at 15% per annum, calculated daily from the due date and compounding monthly, until paid in full. Interest accrues after judgment as well as before it.
• 9.3 Suspension. While any amount is overdue we may suspend work on every Engagement you have with us. We aren’t liable for any loss, delay or cost arising from a suspension under this clause. All dates and timeframes extend by the period of the suspension. Resuming suspended work is subject to our availability and we may charge a remobilisation fee.
• 9.4 No licence. Until all amounts owing are paid in full you have no licence to use, reproduce, publish, adapt or disclose any Deliverable, whether it was supplied in draft or final form, and whether or not you’ve already started using it.
• 9.5 Withholding. While any amount is overdue we may withhold Deliverables, files, access credentials, domain name and hosting transfers, and any other material connected with your Engagements.
• 9.6 Amounts become due. If an amount remains unpaid 14 days after its due date, all amounts invoiced or invoiceable for work we’ve already performed on every Engagement with you become immediately due and payable, whether or not the relevant instalment date has been reached.
• 9.7 Recovery costs. You indemnify us for the costs we incur in recovering an overdue amount, including debt collection agency commission and fees, legal costs on a full indemnity basis, court filing fees, and our own administrative time at our standard rates.
• 9.8 Referral and reporting. If an amount remains unpaid 14 days after its due date, we may refer the account to a debt collection agency and may report the default to a commercial credit reporting body.
• 9.9 Termination. An amount unpaid 14 days after its due date is a material breach. We may terminate under clause 13.3, and clause 13.4 applies.
• 9.10 Overpayments. If you’ve paid us more than the amount properly owing, we’ll refund the difference within 14 days of becoming aware of it. If we don’t, the same interest rate in 9.2 applies to the amount we owe you.

10. Retainers

• 10.1 Retainers are billed monthly in advance.
• 10.2 Either party may end a retainer by giving 60 days’ written notice. Fees remain payable for the full notice period.
• 10.3 Hours included in a monthly retainer are allocated to that month and don’t carry forward, unless we agree otherwise in writing.
• 10.4 We may review retainer fees annually and will give you 60 days’ notice of any change.

11. Intellectual Property

• 11.1 Our background IP. Our frameworks, methodologies, assessment tools, templates, code libraries, processes and know-how remain ours, including where they’re embedded in a Deliverable. You’re licensed to use them as part of the Deliverable, and for no other purpose.
• 11.2 Final Deliverables. Copyright in the final Deliverables created specifically for you transfers to you on payment in full of all amounts owing on the Engagement.
• 11.3 Before payment. Until we’ve been paid in full, all rights remain ours and you have no licence to use, reproduce, publish or adapt any Deliverable.
• 11.4 Concepts not selected. Concepts, routes and exploratory work you don’t proceed with remain ours.
• 11.5 Working files. Deliverables are supplied in the final formats agreed in the Proposal. Native working files aren’t included in our standard scope. We can supply them for an additional fee, agreed in writing.
• 11.6 Third-party assets. Fonts, stock imagery, music, plugins and other licensed material are licensed rather than transferred. The licence terms are set by the licensor, ongoing licence fees are your cost, and keeping the licence current is your responsibility. We’ll tell you what’s licensed and on what terms.
• 11.7 Your material. Material you supply stays yours. You grant us a licence to use it for the Engagement, and you warrant that you own it or have the rights to let us use it. You indemnify us against claims arising from material you’ve supplied.
• 11.8 Names and marks. We don’t warrant that a name, mark or identity is available, registrable, or free of third-party rights. Trade mark searches and clearance are your responsibility and we recommend you engage a trade mark attorney. We aren’t liable for claims arising from a name or mark you adopt.
• 11.9 Moral rights. We consent, on behalf of the individuals who created the Deliverables, to your use of them in the ordinary course of your business without attribution.
• 11.10 Our portfolio. We may reproduce the work in our portfolio, case studies, award entries and marketing, unless you tell us in writing not to.

12. Print management

• 12.1 Where we arrange printed material for you, we supply it to you as principal. We select and contract the printer.
• 12.2 Payment in full is required before we place the order. Once the order is placed with the printer it can’t be cancelled and the amount isn’t refundable.
• 12.3 You approve a final proof in writing before we print. Once you’ve approved the proof, any error in the approved artwork, including spelling, dates, contact details, prices and specifications, is your responsibility. A reprint to correct it is at your cost.
• 12.4 Commercial printing carries accepted trade variations. Colour may vary from on-screen proofs and between print runs. Quantity delivered may vary by up to 10% above or below the quantity ordered, and you’re charged for the quantity actually delivered. Trim and finishing tolerances apply.
• 12.5 Freight is charged in addition unless the Proposal says otherwise. Risk passes to you on delivery to the address you nominate. If you don’t accept delivery, storage and redelivery are at your cost.
• 12.6 Tell us within seven days of delivery if there’s a defect. Nothing in this clause limits the consumer guarantees under the Australian Consumer Law.

13. Pausing and ending an Engagement

• 13.1 Your delay. If we can’t progress an Engagement because we’re waiting on your material, feedback or approval, and 30 days pass, we may invoice for work performed to that point and release the booked time. Restarting is subject to availability and we may charge a remobilisation fee.
• 13.2 Ending for convenience. Either party may end an Engagement by giving 30 days’ written notice.
• 13.3 Ending for cause. Either party may end an Engagement immediately if the other materially breaches these Terms and doesn’t remedy it within 14 days of written notice, or becomes insolvent.
• 13.4 What’s payable on termination. However an Engagement ends, you pay:
  • our fees for all work performed up to the date of termination, assessed against the stages and Deliverables set out in the Proposal or, where the Proposal doesn’t break the work into stages, at our standard rates for time actually spent;
  • less amounts already paid; and
  • all third-party costs committed on your instruction that can’t be cancelled.
  We’ll invoice the balance on termination and it’s payable within 14 days. Where payments already made exceed the value of work performed, we’ll refund the difference.
• 13.5 Clauses 11, 14, 17, 18 and 20 survive termination, along with any obligation to pay.

Part C Terms applying to everything

14. Confidentiality

• 14.1 Each party will keep the other’s confidential information confidential, use it only for the purposes of the Services, and disclose it only to people who need it and are under equivalent obligations.
• 14.2 This doesn’t apply to information that’s public through no fault of the receiving party, was already known, or must be disclosed by law.
• 14.3 Clause 11.10 applies to our portfolio use of completed work.

15. Subcontractors and Assignment

• 15.1 We may subcontract performance of the Services, including to contractors located outside Australia, and we remain responsible for work they perform.
• 15.2 You may not assign your rights under these Terms without our written consent.
• 15.3 Neither party will, during an Engagement or for six months after it ends, directly engage or employ a member of the other’s team who has worked on the Engagement, without the other’s written consent.

16. Third-Party Platforms and AI Use

• 16.1 We use third-party platforms, software and artificial intelligence tools to deliver and support the Services.
• 16.2 We select reputable providers but aren’t responsible for their performance, availability, security or terms. Their terms may also apply to you.
• 16.3 AI-assisted outputs are support tools, not professional advice, and should be assessed independently before use. You remain responsible for how you apply them.
• 16.4 If you have requirements or restrictions about the tools or platforms used on your work, tell us in writing before the Engagement starts and we’ll work within them.

17. Privacy and Data

• 17.1 We handle personal information in line with our Privacy Policy available at mezzanine.co/privacy-policy-and-terms/.
• 17.2 Each party will comply with applicable privacy laws when sharing or handling personal information for the Services.

18. Insurance

• 18.1 We hold public liability insurance with a limit of indemnity of $20 million for any one occurrence. We’ll provide a certificate of currency on request.

19. Warranties and Liability

• 19.1 We’ll perform the Services with reasonable care and skill. Except as set out in these Terms or required by law, we don’t warrant that the Services will achieve any particular commercial outcome.
• 19.2 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law that can’t be excluded.
• 19.3 Where permitted, our liability for failure to comply with a consumer guarantee is limited, at our option, to resupplying the Services or paying the cost of resupply. For goods, including printed material, it’s limited to replacing the goods or paying the cost of replacement.
• 19.4 To the maximum extent permitted by law, we’re not liable for indirect, incidental, special or consequential loss.
• 19.5 Subject to 19.2, our total liability for any claim connected with an Engagement is limited to the fees you’ve paid us for the Services giving rise to the claim.

20. Warranty on Digital Work

• 20.1 Where we build or develop a website or digital product, we’ll correct defects in our work reported within 30 days of launch at no charge.
• 20.2 This doesn’t cover new features, content changes, scope additions, failures in third-party plugins, themes or hosting, or changes made by you or a third party after handover.

21. Force Majeure

• 21.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, government restrictions, pandemics, labour disputes, power or internet outages and third-party platform failures.
• 21.2 We’ll make reasonable efforts to reschedule or offer alternatives. If a force majeure event continues for more than 60 days, either party may end the affected Engagement, and clause 13.4 applies.

22. General Provisions

• 22.1 Disputes. If a dispute arises, we’ll first try to resolve it through good-faith discussion. If that doesn’t work, we’ll participate in mediation with a mutually agreed mediator in New South Wales before starting court proceedings, unless urgent relief is needed.
• 22.2 Notices. Notices may be sent to hello@mezzanine.co and to the email address you’ve given us.
• 22.3 Severability. If part of these Terms is invalid, the rest continues to apply.
• 22.4 Waiver. A delay in exercising a right isn’t a waiver of it.
• 22.5 Governing law. These Terms are governed by the laws of New South Wales. The parties submit to the exclusive jurisdiction of the courts of New South Wales.
• 22.6 Information we publish. We take care that information we provide is accurate and useful. You’re responsible for verifying it before relying on it.